Common use of Pre-existing Conditions; Service Credit Clause in Contracts

Pre-existing Conditions; Service Credit. From and after the Effective Time, and to the extent permitted by applicable Legal Requirements, Synacor shall, or shall cause (or, with respect to employees outside of the United States, use commercially reasonable efforts to cause) the Surviving Corporation to, recognize the prior service with Qumu or its Subsidiaries of each Continuing Employee in connection with all employee benefit plans, programs or policies (including vacation and severance, but excluding the sabbatical program) of Synacor or its Affiliates in which Continuing Employees are eligible to participate following the Effective Time for purposes of eligibility and vesting and determination of level of benefits (but not for purposes of benefit accruals or benefit amounts under any defined benefit pension plan or to the extent that such recognition would result in duplication of benefits). From and after the Effective Time, Synacor shall, or shall cause (or, with respect to employees outside of the United States or any insured benefit carrier, use commercially reasonable efforts to cause) the Surviving Corporation to, (i) to the extent not prohibited by applicable law, cause any pre-existing conditions or limitations and eligibility waiting periods under any group health plans of Synacor or its Affiliates to be waived with respect to Continuing Employees and their eligible dependents, and (ii) to the extent permitted by applicable Legal Requirements and the insured benefits carrier after Synacor’s commercially reasonable efforts, provide each Continuing Employee with credit for any eligible expenses incurred that were credited to deductible and maximum out-of-pocket co-insurance requirements under any Synacor or Surviving Corporation Employee Plan that provides medical, dental or vision benefits in the plan year in effect as of the Closing Date in satisfying any applicable deductible or out-of-pocket requirements under any corresponding medical, dental or vision plans of Synacor or the Surviving Corporation. Synacor or the Surviving Corporation will, as such time as Synacor reasonably determines following the Effective Time (but no later than the date the assets of the Qumu Qualified Plan are distributed in liquidation thereof) make or cause to be made an “eligible rollover distribution” (within the meaning of Section 402(c)(4) of the Code) from the Qumu Qualified Plan and will cause the Synacor Qualified Plan or that of the Surviving Corporation to accept a “direct rollover” (within the meaning of Section 401(a)(31) of the Code) of such distribution, including a participant’s promissory note evidencing any plan loan distributed from the Qumu Qualified Plan. Prior to the distribution of a participant’s account in the Qumu Qualified Plan, Synacor shall permit employees to continue to repay any participant loan in the Qumu Qualified Plan to avoid a “deemed distribution” of any such participant loan.

Pre-existing Conditions; Service Credit. From and after the Effective Time, and to the extent permitted by applicable Legal Requirements, Synacor Cloudera shall, or shall cause (or, with respect to employees outside of the United States, use commercially reasonable efforts to cause) the Surviving Corporation to, recognize the prior service with Qumu Hortonworks or its Subsidiaries of each Continuing Employee in connection with all employee benefit plans, programs or policies (including vacation and severance, but excluding the sabbatical program) of Synacor Cloudera or its Affiliates in which Continuing Employees are eligible to participate following the Effective Time for purposes of eligibility and vesting and determination of level of benefits (but not for purposes of benefit accruals or benefit amounts under any defined benefit pension plan or to the extent that such recognition would result in duplication of benefits). From and after the Effective Time, Synacor Cloudera shall, or shall cause (or, with respect to employees outside of the United States or any insured benefit carrierStates, use commercially reasonable efforts to cause) the Surviving Corporation to, (i) to the extent not prohibited by applicable law, cause any pre-existing conditions or limitations and eligibility waiting periods under any group health plans of Synacor Cloudera or its Affiliates affiliates to be waived with respect to Continuing Employees and their eligible dependents, and (ii) to the extent permitted by applicable Legal Requirements and the insured benefits carrier after Synacor’s commercially reasonable effortscarrier, provide each Continuing Employee with credit for any eligible expenses incurred that were credited to deductible and maximum out-of-pocket co-insurance requirements under any Synacor or Surviving Corporation Continuing Employee Plan that provides medical, dental or vision benefits in the plan year in effect as of the Closing Date in satisfying any applicable deductible or out-of-pocket requirements under any corresponding medical, dental or vision plans of Synacor Cloudera or the Surviving Corporation. Synacor or the Surviving Corporation will, as such time as Synacor reasonably determines following the Effective Time (but no later than the date the assets of the Qumu Qualified Plan are distributed in liquidation thereof) make or cause to be made an “eligible rollover distribution” (within the meaning of Section 402(c)(4) of the Code) from the Qumu Qualified Plan and will cause the Synacor Qualified Plan or that of the Surviving Corporation to accept a “direct rollover” (within the meaning of Section 401(a)(31) of the Code) of such distribution, including a participant’s promissory note evidencing any plan loan distributed from the Qumu Qualified Plan. Prior to the distribution of a participant’s account in the Qumu Qualified Plan, Synacor shall permit employees to continue to repay any participant loan in the Qumu Qualified Plan to avoid a “deemed distribution” of any such participant loan.